Common use of Protection of Licensed Property Clause in Contracts

Protection of Licensed Property. (a) Licensee shall use commercially reasonable efforts to inform Licensor promptly of any possible infringement, or of any passing off or unfair competition affecting any of the Licensed Property that comes to the attention of Licensee's management. Further, Licensee agrees to fully cooperate and assist Licensor as is reasonably necessary and at Licensor's expense, in the protection and defense of any of Licensor's rights in the Licensed Property, in the filing and prosecution of any trademark, trade dress, service xxxx, trade name, copyright, domain name, industrial model or design application, registration, renewal and the like, in the recording of this Agreement or any other relevant agreements, including registered user agreements, and in the doing of any other act with respect to the Licensed Property, including the prevention of the use thereof by any unauthorized person. (b) Licensor deems the Licensed Property to be extremely valuable. Licensor shall have the sole right to determine whether or not any action shall be taken on account of any infringement, passing off or unfair competition activities or other enforcement of Licensor's rights in the Licensed Property. If Licensor so desires it may prosecute any actions, claims, lawsuits or proceedings in its own name or join Licensee as a party thereto, all at Licensor's expense. Licensor shall be entitled to recover any and all sums of money awarded and materials delivered up as a result of such actions, claims, lawsuits or proceedings. (c) Licensee shall not, and shall not be required, to institute any lawsuit or take any action against any third party on account of any actual or alleged infringement, passing off or unfair competition relating to the Licensed Property, and Licensee shall not have any right or claim against Licensor for Licensor's failure to enforce its rights in the Licensed Property or failure to prosecute any actual or alleged infringement, passing off or unfair competition by others in relation to the Licensed Property. Notwithstanding the foregoing, if, after Licensor is advised and has a reasonable opportunity to investigate and attempt to resolve an instance of actual or alleged infringement, passing off or unfair competition, yet Licensor determines not to institute any lawsuit or take any further action or because, in Licensor's reasonable opinion, the same are unwarranted or of no avail, Licensee may institute a lawsuit or take any action, solely in its own name, to remedy the actual or alleged infringement, passing off or unfair competition. As a prerequisite to instituting such a lawsuit and taking any such actions, Licensee shall deliver to Licensor a duly executed guarantee from Global Sports providing that Global Sports agrees to and shall pay any and all costs, expenses and damages, including attorneys' fees, expert fees and all court costs incurred by Licensee and by Licensor (including Licensor's internal costs) in the matter. Licensee agrees to keep Licensor fully informed regarding all such lawsuits and actions, and to obtain Licensor's prior written approval of any proposed settlement that affects the Licensed Property or Licensor's interest in the Licensed Property. Licensee shall apply any costs, fees, damages or other sums recovered in any such action or lawsuit to reimburse the amounts Licensee or Global has expended in the action or lawsuit. Once Licensee or Global has been fully reimbursed, the balance shall be delivered as determined by the court.